Minutes of the Board of Directors Meeting s1

Minutes of the Board of Directors Meeting

June 18, 2009

Audio Conference Meeting

The meeting was called to order by the President, Edward Kennedy, who had been designated as the moderator for this meeting and the roll call was taken:

Members Present: Ed Kennedy, Patti Logan, Jonathan Tutt, Gloria Olson, Brian Knowles, Nicole Anderson, Annette Zweig, Linda Bailey and Mariah Bates via proxy to Brian Knowles.

QUORUM PRESENT!

Members Absent: Janet Davis and Pam Hoppman.

Guests: Celeste McCormick and Jason Lane.

The Minutes of the previous board meeting held on April 16, 2009 were approved by the group in attendance as presented by the Secretary, without exception.

The Agenda as prepared by the President and Chair and emailed to the board members was accepted as prepared with one addition: Motivational columns for newsletter and website

Reports:

President:

Last week Ed met with Cathy McMorris Rogers (US Rep from Eastern Washington); about Spina Bifida caucus: she wishes all disabilities organizations would hold one caucus because the legislators are invited to each caucus and this would make it simpler and make it easier for them to attend

He’ll follow up with letter (she has a son with Down’s syndrome) and he’s going to ask her to be on the Spina Bifida caucus; he’s not yet sure when the next caucus is. There is an SB caucus but no reps from Washington State are on it. Current membership of SB caucus can be found on SBA’s website: http://www.spinabifidaassociation.org/site/c.liKWL7PLLrF/b.2708715/k.24B4/Congressional_Spina_Bifida_Caucus.htm

Vice-president: No Report

Secretary:

Jon reminded the group that he had agreed to fill in as secretary only on an interim basis, was finding it more difficult to keep up with things and would gladly train a replacement.

Treasurer:

Jon Tutt reported that he had previously emailed on two occasions copies of the 2008 IRS Form 990 Informational Tax Return as well as 4 board association policies that he would appreciate being approved. After some discussion a MOTION was made, seconded and approved, without dissent except one abstention from Linda Bailey, that the tax return be approved as presented. After further discussion an additional MOTION was made, seconded and approved without exception, approving the 4 proposed policies,: Whistle Blower, Record Retention, Attendance and Code of Ethics which are attached at the end.

Adopt-a-Ghost:

Nicole Anderson reported that all the documents provided by national are the same as last year, that the 5000 ghosts authorized to be purchased had been received and that she would be getting half of them from Patti Logan early next month. She briefly described her procedure plans.

Bylaws: No meeting has been held since last meeting and due to Brian’s current medical condition would not be able to have a meeting until the end of July. It was generally agreed that the rewrite should put on hold until after Patti returns from the national conference.

Old Business:

Summit/In-Person Board Meeting: It was generally agreed that there was simply not enough interest in coming to Spokane for a Summit this year and that we should concentrate on having one or two in-person board meetings instead. Jason Lane agreed to do what he could about arranging a room or rooms at Children’s Hospital in Seattle for the meetings on a Saturday, possibly August and October. After some discussion a MOTION was made, seconded and approved without exception to postpone the Summit to a future date and work on at least one in-person board meeting this year.

Website: Jon reported that he had made the changes requested by national and was awaiting further approval. Jon made a request that the board members that haven’t provide him with photographs and biographies for the board page of the website. Brian made an observation that he felt that the sub tabs on the website were difficult to read. It was a general consensus that his observation was correct.

Brochure and other resource information distribution: Ed asked if anybody needed anything. Jon reported that he had distributed the first 400 brochures and inserts that had been received from national and the final 600 were now in the office.

Coin drive for SBAWS: Tressa in Kelso requested 100 brochures be provided to her and then she will contact businesses in her area about a coin drive for the SBAWS. A MOTION was made, seconded and approved to provide Tressa Croft with 100 “What is Spina Bifida” brochures and 100 of the SBAWS inserts.

New Board Member: Ed Kennedy reported that he has appointed Meg Paulsen to fill an open seat and be a new board member in accordance with the bylaws.

New Business

Computers for members/E-chats & Webcams: Patti reported that she had received the 1st of 10 computers from OlyGeek to potentially be distributed to people in need that we designate. OlyGeek stated it took 400 hours to build the 1st image, but future ones will only take 5. The one she has works well but is very heavy. It’s loaded with Windows XP Pro, Microsoft Office 2007 Pro Plus as well as other programs. It’s now up to the SBAWS to identify who could benefit from one of the computers and that would have someone close to provide technical support. Patti also expressed hope that some members, with newer computers, with Webcams could get buddies to hook up, like pen pals, but with the option to see each other and to utilize the chat room feature at the SBAWS website. An article about all of this will be in the next newsletter.

Ed stated that we need someone to write a policy about these computers, who own them, etc. OlyGeek recommends that we maintain ownership.

National Convention/Leadership Institute Travel Stipend: Ed reported that he felt this had all been handled.

Open Board Seats due to non-participation, etc. Jason Lane has expressed an interest to join the board at some point in the future possibly at or after the national convention. After some discussion, a MOTION was made, seconded and approved, with two NO votes from Brian and Mariah, to remove Pam Hoppman as a board member due to lack of participation, in order to provide room to get a dependable person. Annette agreed to try and make personal contact with Pam.

Misc. items:

Motivational column for newsletter and website: It was generally agreed that these could be used at the webmasters and newsletter editor’s discretion.

Entertainment Books: Brian reported that he had received a letter about these; cost $20 to $30 and if we sell 30 books we get 50% profit, with no upfront or shipping costs covering years 2009 and 2010. Discussion ensued. Minimum order 100 and can return unsold books. Need answer by June 24th. General consensus is that Brian is to send out a link to the website and mail a copy of the letter to Jon or Ed who will scan it then distribute it to all board members for further evaluation.

Open Chair Position: Gloria reported that due to health reasons, she needed to resign as the chairman of the board. After some discussion before and after, a MOTION made, seconded and approved, with Patti abstaining and Brian and Mariah voting no, to accept Gloria’s resignation and to elect Patti Logan as the new chair.

Next Meeting: in August, hopefully in person, date depending on availability, trying for mid-month on a Saturday.

Meeting Adjourned due to the lateness of the hour.

Respectfully Submitted

Jonathan A. Tutt

Jonathan A. Tutt

Acting-Interim Secretary

Code of Ethics

In fulfillment of their obligation, the governance and employees of the Spina Bifida Association of Washington State are to commit to:

1.  Exercise appropriate fiduciary responsibilities over Chapter resources;

2.  Fully and fairly disclose and act appropriately in avoiding actual or apparent conflicts of interest;

3.  Comply with applicable rules and regulations of the Chapter and government agencies;

4.  Respect confidentiality of information acquired in the course of our work;

5.  Provide Chapter constituents with information that is complete, accurate and appropriate;

6.  Carry out activities professionally, with honesty and integrity;

7.  Not knowingly be a party of any illegal activity or breach of fiduciary responsibility;

8.  Report violations of this Code in accordance with all applicable rules of procedure;

9.  Institute due process policies for violations of the Code of Ethics; and

10.  Be accountable for adhering to this Code.

Attendance Policy

Directors are expected to attend all meetings of the Board of Directors. This requirement may be waived at the discretion of the President and/or Chair.

In the event a Director cannot attend a meeting, the Director is to notify the President and Secretary, in writing, with the reason for the absence, prior to the meeting.

In the event of a meeting absence, it is expected that the Director will provide a proxy for the meeting in accordance with the Bylaws of the association

For purposes of this policy, attendance shall mean being present for the major portion of the Board of Directors meeting.

If a board member misses two consecutive meetings without being excused, it may be considered cause for removal from the board. Removal of the Board member and Board member appeal of removal shall be handled in the manner specified in the Bylaws of the Association.

The SBAWS record retention policy is as follows:

WHISTLEBLOWER POLICY

General: The Spina Bifida Association’s Code of Ethics (“Code”) requires directors, officers, and employees to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. As employees and representatives of the organization, we must practice honesty and integrity in fulfilling our responsibilities and comply with all applicable laws and regulations.

Reporting Responsibility: It is the responsibility of all directors, officers, and employees to comply with the Code and to report violations or suspected violations in accordance with this Whistleblower Policy.

No Retaliation: No director, officer, or employee who in good faith reports a violation of the Code shall suffer harassment, retaliation, or adverse employment consequence. An employee who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination of employment. This Whistleblower Policy is intended to encourage and enable employees and others to raise serious concerns within the organization prior to seeking resolution outside the organization.

Reporting Violations: The Code addresses the Spina Bifida Association’s open-door policy and suggests that employees share their questions, concerns, suggestions, or complaints with someone who can address them properly. In most cases, an employee’s supervisor is in the best position to address an area of concern. However, if you are not comfortable speaking with your supervisor or you are not satisfied with your supervisor’s response, you are encouraged to speak with anyone in management who you are comfortable approaching. Supervisors and managers are required to report suspected violations of the Code to the organization’s compliance officer, who has specific and exclusive responsibility to investigate all reported violations. For suspected fraud, or when you are not satisfied or uncomfortable with following the organization’s open-door policy, individuals should contact the organization’s compliance officer directly.

Compliance Officer: The organization’s compliance officer is responsible for investigating and resolving all reported complaints and allegations concerning violations of the Code. The compliance officer may choose whether or not to advise the chief executive and/or the audit committee of a complaint unless reporting is required by this policy. The compliance officer has direct access to the audit committee of the board and is required to report to the audit committee at least annually on compliance activity. The Spina Bifida Association’s compliance officer is the chair of the audit committee, or the President in that chair position is vacant.

Accounting and Auditing Matters: The audit committee of the board shall address all reported concerns or complaints regarding corporate accounting practices, internal controls, or auditing. The compliance officer shall immediately notify the audit committee of any such complaint and work with the committee until the matter is resolved.

Confidentiality: Violations or suspected violations may be submitted on a confidential basis by the complainant or may be submitted anonymously. Reports of violations or suspected violations will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation. To make an anonymous report, the complainant should send a letter to the Compliance Officer to describe the violations or suspected violations.

Handling of Reported Violations: All reports will be promptly investigated and appropriate corrective action will be taken if warranted by the investigation.

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